0001213900-24-043174 | 10-Q | XBRL Viewer

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Note Payable (Details) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended
Note Payable (Details) - USD ($)	Jan. 31, 2024	Apr. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Notes Payable [Line Items]
Note payable			$ 14,984		$ 19,067
Repayments of note payable			250,000	$ 250,000
Amortization of debt discount			1,212,836	$ 4,000
Serve received in proceeds					$ 70,000
Interest rate					7.67%
Amortization of debt discount	$ 169,875
Converted shares (in Shares)	80,000,000
Debt discount	$ 1,658,875
Interest expense	1,193,770
Unamortized discount balance			465,105
Unamortized discount outstanding			4,549,395
Interest expense incurred			62,681
Silicon Valley Bank [Member]
Notes Payable [Line Items]
Net of unamortized discount			985,016		$ 1,230,933
Convertible Notes Payable [Member]
Notes Payable [Line Items]
Financing cost	5,014,500
Net proceeds cost	$ 4,844,625
Percentage of conversion price	75.00%
Converted shares (in Shares)	80,000,000	2,104,562
Derivative liability convertible note	$ 1,489,000
Convertible Notes Payable [Member] \| Bear Interest Payable [Member]
Notes Payable [Line Items]
Bearing interest rate	6.00%
Warrant [Member]
Notes Payable [Line Items]
Amortization of debt discount			$ 1,212,836		$ 4,000
Warrants exercised (in Shares)					10

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs	$ 973,491
Deferred revenue	68,899
Advertising expense	$ 16,000	$ 184,000
Robot Assets [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life	2 years
Minimum [Member] \| Office Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Maximum [Member] \| Office Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life	5 years
Customer Concentration Risk [Member] \| One Customer [Member] \| Revenue Benchmark [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration percentage	90.00%	83.00%
Customer Concentration Risk [Member] \| One Customer [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration percentage		50.00%

Going Concern (Details) - USD ($)	3 Months Ended
Going Concern (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Going Concern [Abstract]
Net losses	$ (9,037,971)	$ (5,138,122)
Equity pursuant proceeds	$ 35,700,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Nature of Operations

3 Months Ended

Mar. 31, 2024

Nature of Operations [Abstract]

NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

Serve Operating Co. (“Serve”) (formerly known as Serve Robotics Inc.) is a corporation formed on January 15, 2021 under the laws of the State of Delaware.

On July 31, 2023, Patricia’s wholly-owned subsidiary, Serve Acquisition Corp., a corporation formed in the State of Delaware on July 10, 2023 (“Acquisition Sub”), merged with and into the Company (as defined below). Pursuant to this transaction (the “Merger”), Serve was the surviving corporation and became Patricia’s wholly owned subsidiary, and all of the outstanding stock of Serve was converted into shares of Patricia’s common stock. All of Serve’s outstanding warrants and options were assumed by Patricia. In addition, on July 31, 2023, the board of directors of Patricia Acquisition Corp., a Delaware corporation incorporated on November 9, 2020 (“Patricia”) and all of its pre-Merger stockholders approved a restated certificate of incorporation, which was effective upon its filing with the Secretary of State of the State of Delaware on July 31, 2023, and through which Patricia changed its name to “Serve Robotics Inc.” Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.”

As a result of the Merger, Patricia acquired the business of Serve and will continue the existing business operations of Serve as a public reporting company under the name Serve Robotics Inc. (the “Company”). The Company is developing autonomous robots for last-mile delivery services. The Company is headquartered in Redwood City, California. In accordance with “reverse merger” or “reverse acquisition” accounting treatment, the Company was determined the accounting acquirer. Patricia’s historical financial statements before the Merger have been replaced with the historical financial statements of Serve before the Merger in filings with the SEC since the Merger unless otherwise noted.

Public Offering

On April 17, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis”) in connection with the public offering of 10,000,000 shares of the Company’s common stock, par value $0.0001, at a public offering price of $4.00 per share (the “Offering”). The Company’s net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, were approximately $35.7 million. As a result of the Offering, the Company’s Common Stock was approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “SERV” beginning on April 18, 2024. See Note 11.

Stockholders’ Equity (Details) - Schedule of Warrants	3 Months Ended
Stockholders’ Equity (Details) - Schedule of Warrants	Mar. 31, 2024 $ / shares shares
Class of Stock [Line Items]
Warrants, Outstanding \| shares	1,090,272
Weighted Average Exercise Price, Outstanding \| $ / shares	$ 2.67
Warrants, Exercisable \| shares	965,272
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 3.02
Warrants, Granted \| shares	2,145,000
Weighted Average Exercise Price, Granted \| $ / shares	$ 0.01
Warrants, Exercised \| shares	(125,000)
Weighted Average Exercise Price, Exercised \| $ / shares	$ 0
Warrants, Forfeited \| shares
Weighted Average Exercise Price, Forfeited \| $ / shares
Warrants, Outstanding \| shares	3,110,272
Weighted Average Exercise Price, Outstanding \| $ / shares	$ 0.94

Going Concern

3 Months Ended

Mar. 31, 2024

Going Concern [Abstract]

GOING CONCERN

2. GOING CONCERN

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained net losses of $9,037,971 and $5,138,122 for the three months ended March 31, 2024 and 2023, respectively and has negative cash flow from operations for the three months ended March 31, 2024 and 2023. The Company requires additional capital to operate and expects losses to continue for the foreseeable future. These factors raise substantial doubts about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern until it reaches profitability is dependent upon its ability to generate cash from operating activities and to raise additional capital to fund operations. Management plans to raise additional capital to fund operations through debt and/or equity financings. Through the issuance date of the consolidated financial statements, the Company has raised $35.7 million in equity pursuant to our April 2024 Offering (see Note 11). Our failure to raise additional capital could have a negative impact on not only our financial condition but also our ability to execute our business plan. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may not be able to obtain financing on acceptable terms, or at all.

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Stock-Based Compensation [Abstract]

Schedule of Information Related to Stock Options

A summary of information related to stock options for the three months ended March 31, 2024 is as follows:

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2023		1,515,386		$	0.61	$	5,111,928
Granted		-			-
Exercised		-			-
Forfeited		(14,045	)		0.50
Outstanding as of March 31, 2024		1,501,341		$	0.61	$	5,062,741

Exercisable as of March 31, 2024		853,478		$	0.61	$	2,865,304
Exercisable and expected to vest at March 31, 2024		1,501,341		$	0.61	$	5,062,741

Schedule of Stock-Based Compensation Expense

Total unrecognized compensation cost related to non-vested stock option awards amounted to approximately $335,000 as of March 31, 2024, which will be recognized over a weighted average period of 2.25 years.

	Three Months Ended
	March 31,
	2024		2023
General and administrative	$	6,596	$	9,980
Operations		6,511		8,428
Research and development		4,239,748		72,271
Sales and marketing		2,577		3,264
	$	4,255,432	$	93,943

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Apr. 17, 2024	Mar. 31, 2024	Apr. 22, 2024
Subsequent Events [Line Items]
Price paid per share		2,104,562
shares purchase		63,479
Exercise price		$ 2.42
Common Stock [Member]
Subsequent Events [Line Items]
Conversion price per share		$ 2.42
Subsequent Event [Member]
Subsequent Events [Line Items]
Proceeds from underwriting discount	$ 35.7
Warrant purchase			500,000
Warrant exercisable per share price			$ 5

Commitments and Contingencies (Details) - Schedule of Supplemental Balance Sheet	Mar. 31, 2024	Dec. 31, 2023
Schedule of Supplemental Balance Sheet [Abstract]
Weighted-average remaining lease term (in years)	1 year 18 days	1 year 3 months 18 days
Weighted-average discount rate	7.25%	7.25%

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property and Equipment, Net [Abstract]

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

The following is a summary of property and equipment, net:

	March 31,			December 31,
	2024			2023
Office equipment	$	254,001		$	250,661
Robot assets		2,092,293			2,092,293
Total		2,346,294			2,342,954
Less: accumulated depreciation		(2,312,455	)		(2,294,532	)
Property and equipment, net	$	33,839		$	48,422

Depreciation expense was $17,923 and $465,640 for the three months ended March 31, 2024 and 2023, respectively.

Stock-Based Compensation (Details) - USD ($)	3 Months Ended
Stock-Based Compensation (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ 4,255,432	$ 93,943
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued	1,594,800
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized	4,870,663
Shares available	52,627
Expiration of outstanding options	8 years 2 months 26 days
Unrecognized compensation cost	$ 335,000
Recognized weighted average period	2 years 3 months
Stock Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ 29,266	$ 22,581

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	$ 4,255,432	$ 93,943
General and administrative [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	6,596	9,980
Operations [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	6,511	8,428
Research and development [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	4,239,748	72,271
Sales and marketing [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	$ 2,577	$ 3,264

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Disaggregation of Revenue [Abstract]
Software Services	$ 851,101
Delivery services	51,760	25,252
Branding fees	43,850	15,000
Disaggregation of Revenue total	$ 946,711	$ 40,252

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Note Payable

3 Months Ended

Mar. 31, 2024

Note Payable [Abstract]

NOTE PAYABLE

7. NOTE PAYABLE

Silicon Valley Bank

As of March 31, 2024 and December 31, 2023, note payable, net of unamortized discount of $14,984 and $19,067, was $985,016 and $1,230,933, all respectively. During the three months ended March 31, 2024 and 2023, the Company made repayments of $250,000 and $250,000, respectively. During the three months ended March 31, 2024 and 2023, amortization of debt discount was $1,212,836 and $4,000, respectively.

Note Payable – Related Party

In December 2023, the Company issued a senior secured promissory note to its Chief Executive Officer for which Serve received $70,000 in proceeds. The note bore interest at 7.67% per annum. The note was fully repaid on January 3, 2024.

Convertible Note Payable

At various dates in January 2024, the Company issued to certain accredited investors convertible promissory notes of $5,014,500, for which the Company received $4,844,625 in net proceeds (the “January Notes”). As a result, the Company incurred fees of $169,875 which was recorded as a debt discount. The January Notes bear interest at a rate of 6.00% per year, compounded annually, and are due and payable upon request by each investor on or after the 12-month anniversary of the original issuance date of each note. The Company may not prepay or repay the January Notes in cash without the consent of the investors. The January Notes convert upon a qualified offering into common stock at the lesser of the price paid per share multiplied by 75% or the quotient resulting from dividing $80,000,000 by the outstanding shares of common stock on a fully diluted basis prior to the financing (the “Conversion Price”). If the Company consummates a financing that does not constitute a qualified financing, the holders can elect to treat such as a qualified financing and convert at the same terms as if such was a qualified financing. The holders may also elect to convert, at any time, at a quotient by dividing $80,000,000 by the outstanding shares of common stock on a fully diluted basis.

The Company evaluated the terms of the conversion features of the January Notes as noted above in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock, and determined they are not indexed to the Company’s common stock and that the conversion feature, which is akin to a redemption feature, meets the definition of a liability. The January Notes contain an indeterminate number of shares to settle with conversion options outside of the Company’s control. Therefore, the Company bifurcated the conversion feature and accounted for it as a separate derivative liability. Upon issuance of the January Notes, the Company recognized a derivative liability at a fair value of $1,489,000, which is recorded as a debt discount and was amortized over the life of the January Notes. There was no change in fair value to the derivative liability as of March 31, 2024.

As a result of the January Notes, the Company recognized an aggregate debt discount of $1,658,875. Through March 31, 2024, $1,193,770 of the debt discount was amortized to interest expense. At March 31, 2024, the outstanding balance of the January Notes, less unamortized discount of $465,105, was $4,549,395.

During the three months ended March 31, 2024, the Company incurred $62,681 in interest expense pertaining to the January Notes, all of which were unpaid as of March 31, 2024.

Upon the closing of the Offering in April 2024, the outstanding principal and accrued interest of the January Notes converted into 2,104,562 shares of common stock. Accordingly, the related derivative liability was recorded into additional paid-in capital. See Note 11.

In connection with the issuance of the January Notes, the Company granted the placement agent warrants to purchase (the “Convertible Promissory Notes Offering Warrants”) to purchase common stock equal to 10% of the number of shares of common stock into which the January Notes sold to investors introduced by the placement agent are initially convertible. The Convertible Promissory Notes Offering Warrants will be exercisable at the same price as the Conversion Price. As the issuance of the Convertible Promissory Notes Offering Warrants were contingent on the closing of the Offering and terms were not known until the contingency was resolved, they were not considered granted until April 17, 2024 (see Note 11) and no value was recognized in the consolidated financial statements as of March 31, 2024.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Preferred Stock Series Seed	Preferred Stock Series Seed-1	Preferred Stock Series Seed-2	Preferred Stock Series Seed-3	Common Stock	Additional Paid-in Capital	Subscription Receivable	Accumulated Deficit	Total
Balances at Dec. 31, 2022	$ 309	$ 244	$ 209	$ 36	$ 683	$ 31,232,737	$ (165,719)	$ (43,520,645)	$ (12,452,146)
Balances (in Shares) at Dec. 31, 2022	3,091,672	2,440,411	2,088,696	357,836	6,826,352
Vested restricted stock purchased with recourse notes						3,436	(1,202)		2,234
Vested restricted stock purchased with recourse notes (in Shares)					2,820
Restricted stock awards repurchased					$ (24)				(24)
Restricted stock awards repurchased (in Shares)					(238,625)
Stock-based compensation						93,943			93,943
Net loss								(5,138,122)	(5,138,122)
Balances at Mar. 31, 2023	$ 309	$ 244	$ 209	$ 36	$ 659	31,330,116	(166,921)	(48,658,767)	(17,494,115)
Balances (in Shares) at Mar. 31, 2023	3,091,672	2,440,411	2,088,696	357,836	6,590,547
Balances at Dec. 31, 2023					$ 2,450	64,468,141	(169,616)	(68,334,381)	(4,033,406)
Balances (in Shares) at Dec. 31, 2023					24,508,795
Restricted stock awards repurchased (in Shares)					0
Exercise of warrants					$ 12	5,820			$ 5,832
Exercise of warrants (in Shares)					125,000
Interest on recourse loan							3,987		$ 3,987
Stock-based compensation						4,255,432			4,255,432
Net loss								(9,037,971)	(9,037,971)
Balances at Mar. 31, 2024					$ 2,462	$ 68,729,393	$ (165,629)	$ (77,372,352)	$ (8,806,126)
Balances (in Shares) at Mar. 31, 2024					24,633,795

Stockholders’ Equity

3 Months Ended

Mar. 31, 2024

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

8. STOCKHOLDERS’ EQUITY

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the Company’s board of directors.

Upon closing of the Merger, there were 10,000,000 and 300,000,000 shares of preferred and common stock, respectively, par value $0.0001 per share, authorized for issuance.

In February 2024, 125,000 common stock warrants were exercised for proceeds of $5,832.

Restricted Stock

During 2022, the Company issued 338,121 shares of restricted common stock for recourse notes totaling $164,116. The shares were issued with a corresponding note receivable, a recourse loan that was collateralized by the underlying shares. The Company plans to enforce the recourse terms for the holders. As such, in accordance with ASC 505-10-45-2, the Company recognized a subscription receivable of $165,719, inclusive of interest on the note, which is included as a contra-equity on the Company’s consolidated balance sheets. The Company recorded a corresponding restricted stock award liability of $162,747 for the potential settlement if the call right for the shares of restricted common stock is exercised and unvested shares repurchased. The Company reduced the liability and increased additional paid-in capital for the value of the note associated with vested shares no longer subject to the call right. As of March 31, 2024, the subscription receivable balance was $165,629 and the corresponding restricted stock award liability was $154,630.

During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation pertaining to vesting of restricted common stock of $41,303 and $71,362, respectively.

During the three months ended March 31, 2024 and 2023, the Company repurchased restricted stock awards of 0 and 238,625 shares of common stock, respectively, for nominal value.

Warrants

The following is a summary of warrants for the three months ended March 31, 2024:

	Warrants			Weighted Average Exercise Price
Outstanding as of December 31, 2023		1,090,272		$	2.67
Granted		2,145,000			0.01
Exercised		(125,000	)		0.00
Forfeited		-			-
Outstanding as of March 31, 2024		3,110,272		$	0.94

Exercisable as of March 31, 2024		965,272		$	3.02

The weighted-average remaining term of the warrants outstanding was 7.74 years as of March 31, 2024.

In February 2024, 125,000 placement agent warrants were exercised for shares of common stock for proceeds of $5,832.

Magna Warrant

On February 1, 2024, Serve entered into a Master Services Agreement (the “MSA”) with Magna New Mobility USA, Inc. (“Magna”), retroactively effective as of January 15, 2024 (the “Effective Date”).

In connection with the strategic partnership with Magna, on February 7, 2024, the Company issued to Magna a warrant (the “Magna Warrant”) to purchase up to 2,145,000 shares of its common stock (the “Magna Warrant Shares”), subject to at an exercise price of $0.01 per share. The warrants were issued pursuant to a production agreement executed in connection with the MSA between the parties in April 2024 whereby Magna will assist the Company in assembly of robotic delivery vehicles.

The Magna Warrant will be exercisable in two equal tranches: (i) the first tranche will become exercisable no later than May 15, 2024, subject to certain conditions; and (ii) the second tranche will become exercisable upon Magna’s achievement of a certain manufacturing milestone as set forth in a production and purchase agreement to be entered into with respect to the contract manufacturing of our autonomous delivery robots by Magna or its affiliates. Notwithstanding the foregoing, the Magna Warrant Shares will vest and become exercisable upon any “change of control” (as defined in the Magna Warrant).

The fair value of the Magna Warrant was $8,566,184, which was valued using the Black-Scholes pricing model using the range of inputs as indicated below:

Risk-free interest rate	4.09	%
Expected term (in years)	10.0
Expected volatility	75.0	%
Expected dividend yield	0	%

The Company recognized $4,182,543 in stock-based compensation expense pertaining to these warrants during the three months ended March 31, 2024 based on the vesting conditions noted above and the Company’s estimations of when the services will be completed. The Company recorded the expense to research and development expense in the consolidated statements of operations.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability	$ 1,489,000
Level 1 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability
Level 2 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability
Level 3 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability	1,489,000
Derivative Liability [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability	1,489,000
Derivative Liability [Member] \| Level 1 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability
Derivative Liability [Member] \| Level 2 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability
Derivative Liability [Member] \| Level 3 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability	$ 1,489,000

Reverse Merger Accounting

3 Months Ended

Mar. 31, 2024

Reverse Merger Accounting [Abstract]

REVERSE MERGER ACCOUNTING

3. REVERSE MERGER ACCOUNTING

On July 31, 2023, Acquisition Sub, merged with and into the Company. Pursuant to the Merger, the Company was the surviving corporation and became Patricia’s wholly owned subsidiary, and all of the outstanding stock of Serve was converted into shares of Patricia’s common stock. All of Serve’s outstanding warrants and options were assumed by Patricia. Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.”

The Merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). Serve Robotics Inc. was the acquirer for financial reporting purposes and Patricia was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger are those of Serve Robotics Inc. and have been recorded at the historical cost basis of Serve Robotics Inc., and the financial statements after completion of the merger include the assets and liabilities of Patricia and Serve Robotics Inc., historical operations of Serve Robotics Inc. and operations of Patricia from the closing date of the merger. Common stock and the corresponding capital amounts of Patricia pre-merger were retroactively restated as capital stock shares reflecting the exchange ratio in the merger. In conjunction with the merger, the Company received no cash and assumed no liabilities from Patricia Acquisition Corp.

As a result of the Merger, each of Serve’s shares of capital stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 0.8035 shares of Patricia’s common stock (the “Common Share Conversion Ratio”). Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Common Share Conversion Ratio. There was no effect on the number of shares of common stock or preferred stock authorized for issuance under the Company’s certificate of incorporation or the par value of such securities.

Stockholders’ Equity (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Feb. 07, 2024	Dec. 31, 2023
Stockholders’ Equity [Line Items]
Preferred stock shares authorized (in Shares)		10,000,000				10,000,000
Common stock shares authorized (in Shares)		300,000,000				300,000,000
Common stock, par value (in Dollars per share)		$ 0.0001				$ 0.0001
Shares of restricted common stock issued (in Shares)				338,121
Total recourse notes				$ 164,116
Subscription receivable		$ 165,629				$ 169,616
Restricted stock award liability		154,630				$ 158,617
Vesting of restricted common stock		$ 41,303	$ 71,362
Weighted-average remaining term		1 year 18 days				1 year 3 months 18 days
Placement agent warrants were exercised (in Shares)	125,000
Purchase of shares (in Shares)		63,479
Stock-based compensation expense		$ 4,255,432	$ 93,943
Warrant [Member]
Stockholders’ Equity [Line Items]
Common stock warrants exercised (in Shares)	125,000
Common stock warrants exercised proceeds	$ 5,832
Private placement offering for gross proceeds	$ 5,832
Restricted Stock [Member]
Stockholders’ Equity [Line Items]
Weighted-average remaining term		7 years 8 months 26 days
Magna Warrant [Member]
Stockholders’ Equity [Line Items]
Purchase of shares (in Shares)					2,145,000
Exercise price per share (in Dollars per share)					$ 0.01
Warrants		$ 8,566,184
Stock-based compensation expense		4,182,543
Restricted Stock [Member]
Stockholders’ Equity [Line Items]
Subscription receivable		165,629		165,719
Restricted stock award liability		$ 154,630		$ 162,747
Common Stock [Member]
Stockholders’ Equity [Line Items]
Repurchased restricted stock awards (in Shares)		0	(238,625)

Commitments and Contingencies (Details) - USD ($)	3 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2021
Commitments and Contingencies [Line Items]
Outstanding liability	$ 2,335,796
Original equipment cost rate	45.00%
Purchases over obligation	$ 2,300,000	$ 2,300,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Purchase commitments term	2 years
Maximum [Member]
Commitments and Contingencies [Line Items]
Purchase commitments term	3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2024

Stockholders’ Equity [Abstract]

Schedule of Warrants

The following is a summary of warrants for the three months ended March 31, 2024:

	Warrants			Weighted Average Exercise Price
Outstanding as of December 31, 2023		1,090,272		$	2.67
Granted		2,145,000			0.01
Exercised		(125,000	)		0.00
Forfeited		-			-
Outstanding as of March 31, 2024		3,110,272		$	0.94

Exercisable as of March 31, 2024		965,272		$	3.02

Schedule of Black-Scholes Pricing Model Using the Range of Inputs

The fair value of the Magna Warrant was $8,566,184, which was valued using the Black-Scholes pricing model using the range of inputs as indicated below:

Risk-free interest rate	4.09	%
Expected term (in years)	10.0
Expected volatility	75.0	%
Expected dividend yield	0	%

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

The disaggregation of revenue is as follows:

	Three Months Ended
	March 31,
	2024		2023
Software Services	$	851,101	$	-
Delivery services		51,760		25,252
Branding fees		43,850		15,000
	$	946,711	$	40,252

Schedule of Basic and Diluted Net Loss Per Share

Potentially dilutive items outstanding as of March 31, 2024 and 2023 is as follows:

	March 31,
	2024			2023
Convertible notes payable		2,104,562	*		-
Series Seed preferred stock (convertible to common stock)		-			3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-			2,440,411
Series Seed-2 preferred stock (convertible to common stock)		-			2,088,696
Series Seed-3 preferred stock (convertible to common stock)		-			357,836
Common stock warrants		3,110,272			54,203
Preferred stock warrants		-			128,820
Stock options		1,501,341			1,080,532
Unvested restricted common stock		324,019			332,481
Total potentially dilutive shares		7,040,194			9,574,651

Fair Value Measurements (Details)	1 Months Ended
Fair Value Measurements (Details)	Apr. 30, 2024
Subsequent Event [Member]
Fair Value Measurements [Line Items]
Equity converted rate	100.00%

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

5. FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:

	Fair Value Measurements as of March 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Liabilities	$	-	$	-	$	1,489,000	$	1,489,000
Derivative liability	$	-	$	-	$	1,489,000	$	1,489,000

There were no Level 1, 2or 3 assets or liabilities as of December 31, 2023.

Derivative Liability

In connection with the Company’s convertible notes, the Company recorded a derivative liability (see Note 7). The estimated fair value of the derivative liability is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.

The fair value of the derivative liability is valued using a probability-weighted scenario analysis utilizing the terms of the notes under the with-or-without method. The Company determined a 100% probability of conversion into equity as the notes were converted into shares of common stock upon the Offering in April 2024 (see Note 11).

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2024:

	Embedded
	Derivative
	Liability
Outstanding as of December 31, 2023	$	-
Issuance of embedded derivative liability		1,489,000
Change in fair value		-
Outstanding as of March 31, 2024	$	1,489,000

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Stock-Based Compensation (Details) - Schedule of Information Related to Stock Options	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Schedule of Information Related to Stock Options [Abstract]
Stock options, Outstanding Beginning balance \| shares	1,515,386
Weighted Average Exercise Price, Outstanding Beginning balance \| $ / shares	$ 0.61
Intrinsic Value, Outstanding Beginning balance \| $	$ 5,111,928
Stock options, Granted \| shares
Weighted Average Exercise Price, Granted \| $ / shares
Stock options, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Stock options, Forfeited \| shares	(14,045)
Weighted Average Exercise Price, Forfeited \| $ / shares	$ 0.5
Stock options, Outstanding Ending balance \| shares	1,501,341
Weighted Average Exercise Price, Ending balance \| $ / shares	$ 0.61
Intrinsic Value, Ending balance \| $	$ 5,062,741
Stock options, Exercisable Ending balance \| shares	853,478
Weighted Average Exercise Price, Exercisable Ending balance \| $ / shares	$ 0.61
Intrinsic Value, Exercisable Ending balance \| $	$ 2,865,304
Stock options, Exercisable and expected to vest \| shares	1,501,341
Weighted Average Exercise Price, Exercisable and expected to vest \| $ / shares	$ 0.61
Intrinsic Value, Exercisable and expected to vest \| $	$ 5,062,741

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 946,711	$ 40,252
Cost of revenues	352,438	367,261
Gross profit (loss)	594,273	(327,009)
Operating expenses:
General and administrative	1,008,071	1,015,987
Operations	540,974	521,687
Research and development	6,638,441	2,082,949
Sales and marketing	118,236	279,582
Total operating expenses	8,305,722	3,900,205
Loss from operations	(7,711,449)	(4,227,214)
Other income (expense), net:
Interest expense, net	(1,326,522)	(41,744)
Change in fair value of simple agreements for future equity		(869,164)
Total other income (expense), net	(1,326,522)	(910,908)
Provision for income taxes
Net loss	$ (9,037,971)	$ (5,138,122)
Weighted average common shares outstanding - basic (in Shares)	24,556,343	6,708,450
Net loss per common share - basic (in Dollars per share)	$ (0.37)	$ (0.77)

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property and Equipment, Net [Abstract]

Schedule of Property and Equipment

The following is a summary of property and equipment, net:

	March 31,			December 31,
	2024			2023
Office equipment	$	254,001		$	250,661
Robot assets		2,092,293			2,092,293
Total		2,346,294			2,342,954
Less: accumulated depreciation		(2,312,455	)		(2,294,532	)
Property and equipment, net	$	33,839		$	48,422

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year end is December 31.

Principles of Consolidation

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Serve Operating Co. and Serve Robotics Canada Inc. All inter-company transactions and balances have been eliminated on consolidation.

Unaudited Interim Financial Information

Unaudited Interim Financial Information

The unaudited interim financial statements and related notes have been prepared in accordance with GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. The accompanying unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2023 included in the Form 10-K filed with the SEC on February 29, 2024.

Use of Estimates

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuations of common stock and options. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of March 31, 2024 and December 31, 2023, all of the Company’s cash and cash equivalents were held at one accredited financial institution.

Concentrations

Concentrations

During the three months ended March 31, 2024, one customer accounted for 90% of the Company’s revenue and accounted for 83% of the Company’s accounts receivable. In the same period in 2023, a different customer accounted for 50% of the Company’s revenue.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Fair Value Measurements

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s accounts receivable, prepaid expenses and accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

See Note 5 for fair value disclosures.

Accounts Receivable

Accounts Receivable

Accounts receivable are derived from services delivered to customers and are stated at their net realizable value. The Company accounts for allowance for doubtful accounts under Accounting Standards Codification (“ASC”) 310-10-35. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2024 and December 31, 2023, the Company determined there was no allowance for doubtful accounts necessary.

Inventory

Inventory

Inventory is stated at the lower of cost or market value and accounted for using the specific identification cost method. As of March 31, 2024 and December 31, 2023, inventory primarily consists of robotic component parts purchased from the Company’s suppliers. Management reviews its inventory for obsolescence and impairment periodically and did not record a reserve for obsolete inventory for the three months ended March 31, 2024 and 2023.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of the asset, which is three (3) to five (5) years for office equipment and two (2) years for the Company’s robot assets. Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheets and any resulting gains or losses are included in the statement of operations in the period of disposal.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Deferred Offering Costs

Deferred Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of March 31, 2024, the Company capitalized $973,491 in deferred offering costs pertaining to the Offering.

Convertible Instruments

Convertible Instruments

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable GAAP.

Revenue Recognition

Revenue Recognition

The Company accounts for revenue in accordance with ASC 606 – Revenue from Contracts with Customers (“ASC 606”). The Company determines revenue recognition through the following steps:

	●	Identification of a contract with a customer;

	●	Identification of the performance obligations in the contract;

	●	Determination of the transaction price;

	●	Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

The Company recognizes revenue on its software services over time. The Company utilizes labor hours as a measure of progress to estimate the percentage of completion of the performance obligation at each reporting period. Service fees that have been invoiced or paid but performance obligations have not been met are recorded as deferred revenue. As of March 31, 2024, the Company had $68,899 in deferred revenue pertaining to software services, which will be recognized in the second quarter of 2024.

For delivery services, the Company satisfies its performance obligation when the delivery is complete, which is the point in time control of the delivered product transfers to the customer. The Company recognizes branding fees over time as performance obligations are completed over the term of the agreement.

Disaggregation of Revenue

Disaggregation of Revenue

The disaggregation of revenue is as follows:

	Three Months Ended
	March 31,
	2024		2023
Software Services	$	851,101	$	-
Delivery services		51,760		25,252
Branding fees		43,850		15,000
	$	946,711	$	40,252

Cost of Revenue

Cost of Revenue

Cost of revenue consists primarily of allocations of depreciation on robot assets used for revenue producing activities, personnel time related to revenue activities, and costs related to data, software and similar costs that allow the robots to function as intended and for the Company to communicate with the robots while in service.

Sales and Marketing

Sales and Marketing

Sales and marketing expenses include personnel costs and public relations expenses. Advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses were approximately $16,000 and $184,000 for the three months ended March 31, 2024 and 2023, respectively.

Operations

Operations

Operations expenses primarily consist of costs for field operations personnel.

General and Administrative Expenses

General and Administrative Expenses

General and administrative expenses primarily consist of personnel-related expenses for executive management and administrative functions, including finance and accounting, legal, and human resources, as well as general corporate expenses and general insurance. General and administrative expenses also include depreciation on property and equipment as well as amortization of right of use assets. These costs are expensed as incurred.

Research and Development Costs

Research and Development Costs

Costs incurred in the research and development of the Company’s products are expensed as incurred. Research and development costs include product design, hardware and software costs.

Leases

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016 02, Leases (ASC 842). This ASU requires a lessee to recognize a right-of-use (“ROU”) asset and a lease liability under most operating leases in its balance sheet. The Company adopted ASC 842 on January 1, 2022 using the modified retrospective approach. The Company elected the package of practical expedients available for existing contracts, which allowed the Company to carry forward its historical assessments of lease identification, lease classification, and initial direct costs. and did not require retrospective medication. The Company also elected a policy to not apply the recognition requirements of ASC 842 for short-term leases with a term of 12 months or less.

The Company determines if an arrangement is a lease, or includes an embedded lease, at inception for each contract or agreement. A contract is or contains an embedded lease if the contract meets all of the below criteria:

(i) there is an identified asset;

(ii) the Company obtains substantially all of the economic benefits of the asset; and

(iii) the Company has the right to direct the use of the asset.

The Company’s operating lease agreements include office and warehouse space. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make payments arising from the lease or embedded lease. Operating lease ROU assets and operating lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate that is based on the estimated rate of interest for a collateralized borrowing of a similar asset, using a similar term as the lease payments at the commencement date. Indirect capital costs are capitalized and included in the ROU assets at commencement.

The operating lease ROU assets and operating lease liabilities include any lease payments made, including any variable amounts that are based on an index or rate, and exclude lease incentives. Variability that is not due to an index or rate, such as payments made based on hourly rates, are excluded from the lease liability. Lease terms may include options to extend or terminate the lease.

Renewal option periods are included within the lease term and the associated payments are recognized in the measurement of the operating ROU asset and operating lease liability when they are at our discretion and considered reasonably certain of being exercised. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition (See Note 11).

Net Loss per Share

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of March 31, 2024 and 2023, diluted net loss per share is the same as basic net loss per share for each period. Potentially dilutive items outstanding as of March 31, 2024 and 2023 is as follows:

	March 31,
	2024			2023
Convertible notes payable		2,104,562	*		-
Series Seed preferred stock (convertible to common stock)		-			3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-			2,440,411
Series Seed-2 preferred stock (convertible to common stock)		-			2,088,696
Series Seed-3 preferred stock (convertible to common stock)		-			357,836
Common stock warrants		3,110,272			54,203
Preferred stock warrants		-			128,820
Stock options		1,501,341			1,080,532
Unvested restricted common stock		324,019			332,481
Total potentially dilutive shares		7,040,194			9,574,651

*	Represents the number of common shares that the convertible notes, including principal and accrued interest, converted into upon the closing of the Offering in April 2024.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Stockholders’ Equity (Details) - Schedule of Black-Scholes Pricing Model Using the Range of Inputs	Mar. 31, 2024
Risk-free Interest Rate [Member]
Schedule of Black-Scholes Pricing Model Using the Range of Inputs [Line Items]
Warrant range of inputs	4.09
Expected Term (in years) [Member]
Schedule of Black-Scholes Pricing Model Using the Range of Inputs [Line Items]
Warrant range of inputs	10
Expected Volatility [Member]
Schedule of Black-Scholes Pricing Model Using the Range of Inputs [Line Items]
Warrant range of inputs	75
Expected Dividend Yield [Member]
Schedule of Black-Scholes Pricing Model Using the Range of Inputs [Line Items]
Warrant range of inputs	0

Property and Equipment, Net (Details) - USD ($)	3 Months Ended
Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property and Equipment, Net [Abstract]
Depreciation expense	$ 17,923	$ 465,640

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year end is December 31.

Principles of Consolidation

Unaudited Interim Financial Information

Use of Estimates

Concentrations of Credit Risk

Concentrations

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Fair Value Measurements

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

See Note 5 for fair value disclosures.

Accounts Receivable

Inventory

Property and Equipment

Impairment of Long-Lived Assets

Deferred Offering Costs

Convertible Instruments

Revenue Recognition

The Company accounts for revenue in accordance with ASC 606 – Revenue from Contracts with Customers (“ASC 606”). The Company determines revenue recognition through the following steps:

	●	Identification of a contract with a customer;

	●	Identification of the performance obligations in the contract;

	●	Determination of the transaction price;

	●	Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when or as the performance obligations are satisfied.

Disaggregation of Revenue

The disaggregation of revenue is as follows:

	Three Months Ended
	March 31,
	2024		2023
Software Services	$	851,101	$	-
Delivery services		51,760		25,252
Branding fees		43,850		15,000
	$	946,711	$	40,252

Cost of Revenue

Sales and Marketing

Operations

Operations expenses primarily consist of costs for field operations personnel.

General and Administrative Expenses

Research and Development Costs

Costs incurred in the research and development of the Company’s products are expensed as incurred. Research and development costs include product design, hardware and software costs.

Leases

(i) there is an identified asset;

(ii) the Company obtains substantially all of the economic benefits of the asset; and

(iii) the Company has the right to direct the use of the asset.

Net Loss per Share

	March 31,
	2024			2023
Convertible notes payable		2,104,562	*		-
Series Seed preferred stock (convertible to common stock)		-			3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-			2,440,411
Series Seed-2 preferred stock (convertible to common stock)		-			2,088,696
Series Seed-3 preferred stock (convertible to common stock)		-			357,836
Common stock warrants		3,110,272			54,203
Preferred stock warrants		-			128,820
Stock options		1,501,341			1,080,532
Unvested restricted common stock		324,019			332,481
Total potentially dilutive shares		7,040,194			9,574,651

*	Represents the number of common shares that the convertible notes, including principal and accrued interest, converted into upon the closing of the Offering in April 2024.

Recently Adopted Accounting Pronouncements

Reverse Merger Accounting (Details)	3 Months Ended
Reverse Merger Accounting (Details)	Mar. 31, 2024
Patricia Acquisition Corp. [Member]
Reverse Merger Accounting (Details) [Line Items]
Common share conversion ratio	0.8035

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (9,037,971)	$ (5,138,122)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 427,482	$ 6,756
Accounts receivable	266,030	2,955
Inventory	736,535	774,349
Prepaid expenses	629,610	676,969
Deferred offering costs	973,491
Total current assets	3,033,148	1,461,029
Property and equipment, net	33,839	48,422
Right of use asset	668,462	782,439
Deposits	512,659	512,659
Total assets	4,248,108	2,804,549
Current liabilities:
Accounts payable	1,725,064	2,050,605
Accrued liabilities	1,151,158	255,849
Deferred revenue	68,899
Note payable, current	1,000,000	1,000,000
Convertible notes payable, net of debt discount	4,549,395
Derivative liability	1,489,000
Right of use liability, current portion	474,649	496,963
Lease liability, current portion	2,335,796	2,363,807
Total current liabilities	12,793,961	6,237,224
Note payable, net of current portion		230,933
Restricted stock award liability	154,630	158,617
Right of use liability	105,643	211,181
Total liabilities	13,054,234	6,837,955
Commitments and contingencies (Note 10)
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of both March 31, 2024 and December 31, 2023
Common stock, $0.0001 par value; 300,000,000 shares authorized, 24,957,814 and 24,832,814 shares issued and 24,633,795 and 24,508,795 shares outstanding as of both March 31, 2024 and December 31, 2023	2,462	2,450
Additional paid-in capital	68,729,393	64,468,141
Subscription receivable	(165,629)	(169,616)
Accumulated deficit	(77,372,352)	(68,334,381)
Total stockholders’ equity (deficit)	(8,806,126)	(4,033,406)
Total liabilities and stockholders’ equity (deficit)	4,248,108	2,804,549
Related Party
Current liabilities:
Note payable - related party		$ 70,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modification	false
Non-Rule 10b5-1 Arrangement Modification	false

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Weighted average common shares outstanding - diluted	24,556,343	6,708,450
Net loss per common share - diluted	$ (0.37)	$ (0.77)

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 13, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	SERVE ROBOTICS INC.
Entity Central Index Key	0001832483
Entity File Number	000-56237
Entity Tax Identification Number	85-3844872
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	730 Broadway
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94063
Entity Phone Fax Numbers [Line Items]
City Area Code	(818)
Local Phone Number	860-1352
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SERV
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		37,080,717

Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Supplemental Cash Flow [Abstract]
Operating cash flows paid for operating leases	$ 139,077	$ 136,266
Right-of-use assets obtained in exchange for operating lease obligations

Nature of Operations (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions	Apr. 17, 2024 USD ($) $ / shares shares
Aegis Capital Corp. [Member]
Nature of Operations [Line Items]
Number of shares (in Shares) \| shares	10,000,000
Share price	$ 4
Public offering amount (in Dollars) \| $	$ 35.7
Common Stock [Member]
Nature of Operations [Line Items]
Common stock, per value	$ 0.0001

Commitments and Contingencies (Details) - Schedule of Components of Lease Costs - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Components of Lease Costs [Line Items]
Total lease costs	$ 100,739	$ 209,386
General and Administrative [Member]
Schedule of Components of Lease Costs [Line Items]
Total lease costs	8,863	209,386
Operations [Member]
Schedule of Components of Lease Costs [Line Items]
Total lease costs	59,645
Research and Development [Member]
Schedule of Components of Lease Costs [Line Items]
Total lease costs	$ 32,231

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

On April 17, 2024, the Company entered into an underwriting agreement with Aegis Capital Corp. in connection with the Offering. The Company’s net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, were approximately $35.7 million. As a result of the Offering, the Company’s Common Stock became listed on The Nasdaq Capital Market and now trades under the ticker symbol “SERV”.

Pursuant to the Underwriting Agreement, at the closing of the Offering on April 22, 2024, the Company issued to Aegis a warrant to purchase 500,000 shares of Common Stock (the “Representative’s Warrant”). The Representative’s Warrant is exercisable at a per share exercise price equal to $5.00 and is exercisable at any time and from time to time, in whole or in part, commencing October 14, 2024. The Representative’s Warrant expires on April 17, 2029.

Concurrently with the closing of Offering, the January Notes converted into 2,104,562 shares of common stock based upon a conversion price of $2.42 per share. Furthermore, the Company granted 63,479 Convertible Promissory Notes Offering Warrants to purchase common stock in connection with the January Notes at an exercise price of $2.42 per share.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

Schedule of Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:

	Fair Value Measurements as of March 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Liabilities	$	-	$	-	$	1,489,000	$	1,489,000
Derivative liability	$	-	$	-	$	1,489,000	$	1,489,000

Schedule of Changes in Fair Value

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2024:

	Embedded
	Derivative
	Liability
Outstanding as of December 31, 2023	$	-
Issuance of embedded derivative liability		1,489,000
Change in fair value		-
Outstanding as of March 31, 2024	$	1,489,000

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	7,040,194	9,574,651
Convertible Notes Payable [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	2,104,562
Series Seed Preferred Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		3,091,672
Series Seed-1 Preferred Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		2,440,411
Series Seed-2 Preferred Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		2,088,696
Series Seed-3 Preferred Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		357,836
Common Stock Warrants [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	3,110,272	54,203
Preferred Stock Warrants [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		128,820
Stock Options [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	1,501,341	1,080,532
Unvested Restricted Common Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	324,019	332,481

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

Schedule of Components of Lease Costs

The components of lease costs are as follows:

		Three Months Ended
		March 31,
Type	Financial Statement Line Item	2024		2023
Operating lease	General and administrative	$	8,863	$	209,386
Operating lease	Operations		59,645		-
Operating lease	Research and development		32,231		-
Total lease costs		$	100,739	$	209,386

Schedule of Supplemental Cash Flow

Supplemental cash flow information related to leases are as follows:

	Three Months Ended
	March 31,
	2024		2023
Operating cash flows paid for operating leases	$	139,077	$	136,266
Right-of-use assets obtained in exchange for operating lease obligations	$	-	$	-

Schedule of Supplemental Balance Sheet

Supplemental balance sheet information related to leases are as follows:

	March 31,			December 31,
	2024			2023
Weighted-average remaining lease term (in years)		1.05			1.30
Weighted-average discount rate		7.25	%		7.25	%

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Leases – Right of Use Asset and Liability

The components of lease costs are as follows:

		Three Months Ended
		March 31,
Type	Financial Statement Line Item	2024		2023
Operating lease	General and administrative	$	8,863	$	209,386
Operating lease	Operations		59,645		-
Operating lease	Research and development		32,231		-
Total lease costs		$	100,739	$	209,386

Supplemental cash flow information related to leases are as follows:

	Three Months Ended
	March 31,
	2024		2023
Operating cash flows paid for operating leases	$	139,077	$	136,266
Right-of-use assets obtained in exchange for operating lease obligations	$	-	$	-

Supplemental balance sheet information related to leases are as follows:

	March 31,			December 31,
	2024			2023
Weighted-average remaining lease term (in years)		1.05			1.30
Weighted-average discount rate		7.25	%		7.25	%

Finance Lease – Failed Sales-Leaseback

In November 2022, the Company entered into a lease agreement with Farnam Capital for its robot assets. As per ASC 842-40-25-1, the transaction was considered a failed sales-leaseback and therefore the lease was accounted for as a financing agreement. The outstanding liability at March 31, 2024 was $2,335,796. The Company has the option to purchase the assets at the end of the lease for 45% of the original equipment cost.

Commitments

On December 31, 2021, the Company entered into a strategic supply agreement with a manufacturer of component parts used for the Company’s robot assets. The agreement originally called for the Company to make a minimum of $2.30 million in purchases over a two-year period ending December 2023. At the end of the two-year period, the manufacturer was permitted to invoice the Company for any shortfall in orders. This agreement was extended in January 2024, pursuant to which half of the required $2.30 million is to be purchased in 2024 and the other half by December 31, 2025. The Company has minimum spend agreements related to simulation software and storage services. The purchase commitments extend for a period of two to three years.

Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

Fair Value Measurements (Details) - Schedule of Changes in Fair Value - Embedded Derivative Liability [Member] - Level 3 [Member]	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Changes in Fair Value [Line Items]
Outstanding at beginning
Issuance of simple agreements for future equity	1,489,000
Change in fair value
Outstanding at ending	$ 1,489,000

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	24,957,814	24,832,814
Common stock, shares outstanding	24,633,795	24,508,795

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (9,037,971)	$ (5,138,122)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	17,923	465,640
Stock-based compensation	4,255,432	93,943
Amortization of debt discount	1,212,836	4,000
Change in fair value of simple agreements for future equity		869,164
Interest on recourse loan	3,987	(1,202)
Changes in operating assets and liabilities:
Accounts receivable	(263,075)	8,626
Inventory	37,814	(4,704)
Prepaid expenses	47,359	(33,643)
Accounts payable	(325,541)	64,191
Accrued liabilities	(82,168)	(30,239)
Deferred revenue	68,899
Right of use liabilities, net	(13,875)	(11,063)
Net cash used in operating activities	(4,078,380)	(3,713,409)
Cash flows from investing activities:
Purchase of property and equipment	(3,340)
Net cash used in investing activities	(3,340)
Cash flows from financing activities:
Proceeds from simple agreement for future equity		2,666,953
Proceeds from convertible notes payable	4,844,625
Exercise of warrants	5,832
Repayments of note payable	(250,000)	(250,000)
Repayments of notes payable, related party	(70,000)
Repayment of lease liability financing	(28,011)	(552,786)
Net cash provided by financing activities	4,502,446	1,864,167
Net change in cash and cash equivalents	420,726	(1,849,242)
Cash and cash equivalents at beginning of period	6,756	2,715,719
Cash and cash equivalents at end of period	427,482	866,477
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest	35,892	40,630
Supplemental disclosure of non-cash investing and financing activities:
Vested restricted stock purchased with recourse notes		3,436
Deferred offering costs included in accrued liabilities	$ 973,491

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

9. STOCK-BASED COMPENSATION

2023 Equity Incentive Plan

The 2023 Equity Incentive Plan (the “2023 Plan”) permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and stock bonus awards (all such types of awards, collectively, “stock awards”).

Subject to adjustments as set forth in the 2023 Plan, the maximum aggregate number of shares of common stock that may be issued under the 2023 Plan will not exceed 1,594,800 shares.

Serve Robotics 2021 Equity Incentive Plan

The Company has adopted the Serve Robotics 2021 Equity Incentive Plan (the “2021 Plan”), as amended and restated, which provides for the grant of shares of stock options and stock appreciation rights (“SARs”) and restricted common shares to employees, non-employee directors, and non-employee consultants. The number of shares authorized by the 2021 Plan was 4,870,663 shares as of March 31, 2024. As of March 31, 2024, there were 52,627 shares available for grant under the 2021 Plan. Stock options granted under the 2021 Plan typically vest over a four-year period, with a one-year cliff as well as via specified milestones.

A summary of information related to stock options for the three months ended March 31, 2024 is as follows:

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2023		1,515,386		$	0.61	$	5,111,928
Granted		-			-
Exercised		-			-
Forfeited		(14,045	)		0.50
Outstanding as of March 31, 2024		1,501,341		$	0.61	$	5,062,741

Exercisable as of March 31, 2024		853,478		$	0.61	$	2,865,304
Exercisable and expected to vest at March 31, 2024		1,501,341		$	0.61	$	5,062,741

As of March 31, 2024, the weighted average duration to expiration of outstanding options was 8.24 years.

Stock-based compensation expense for stock options of $29,266 and $22,581 was recognized under ASC 718 for the three months ended March 31, 2024 and 2023, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to approximately $335,000 as of March 31, 2024, which will be recognized over a weighted average period of 2.25 years.

Classification

Stock-based compensation expense for stock options, restricted common stock (Note 8) and the Magna Warrant (Note 8) was classified in the statements of operations as follows:

	Three Months Ended
	March 31,
	2024		2023
General and administrative	$	6,596	$	9,980
Operations		6,511		8,428
Research and development		4,239,748		72,271
Sales and marketing		2,577		3,264
	$	4,255,432	$	93,943

Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 2,346,294	$ 2,342,954
Less: accumulated depreciation	(2,312,455)	(2,294,532)
Property and equipment, net	33,839	48,422
Office Equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	254,001	250,661
Robot Assets [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 2,092,293	$ 2,092,293